Investor Nominees Clause Samples
The Investor Nominees clause establishes the right of investors to appoint one or more individuals to serve as directors or observers on the company's board. Typically, this clause specifies the number of nominees allowed, the process for their appointment or removal, and any qualifications required for nominees. By granting investors a formal role in governance, the clause ensures that their interests are represented in key company decisions and provides them with oversight, thereby protecting their investment and fostering transparency.
Investor Nominees. (a) For so long as the Minimum Shareholding Requirement is satisfied, the Purchasers shall have the right, from time to time, to appoint:
(i) one (1) executive director to serve as the co-chairman of the Board, who shall be mainly responsible, together with the other co-chairman of the Board, for company strategies, capital management, strategic mergers and acquisitions and any other aspects of the business and affairs of the Group as may be discussed in good faith and agreed between the Purchasers and the Company from time to time, and who shall also be appointed as the chairman of the Annual Budget and Financing Committee which shall be set up in accordance with Section 4.1(g) (the “Investor Director”);
(ii) one (1) officer who shall serve as vice president of the Company (the “Investor Officer”), who shall be mainly responsible for, under the supervision of the president of the Company and the Board, the Group’s strategic plan of synergizing computing power and electricity power and any other aspects of the business and affairs of the Group as may be discussed in good faith and agreed between the Purchasers and the Company from time to time, subject to necessary corporate procedures of the Company.
(b) For so long as the Minimum Shareholding Requirement is satisfied, in the event of the death, disability, resignation or removal of any Investor Director and/or Investor Officer, the Purchasers may designate another Person to replace such Investor Director and/or Investor Officer and the Company shall cause such Person(s) to fill such resulting vacancy (whereupon such Person(s) shall be deemed to be the “Investor Director” and/or “Investor Officer”, as applicable, for purposes of this Agreement). The Person(s) designated as the Investor Director and/or the Investor Officer shall be qualified under applicable Laws or listing rules to serve on the Board (in the case of Investor Director) and/or as a senior officer of the Company (in the case of Investor Officer). If the Board (excluding the Investor Director), acting reasonably, unanimously determines that such Person designated as the Investor Director and/or the Investor Officer is not qualified under applicable Laws or listing rules to serve on the Board (in the case of Investor Director) and/or as a senior officer of the Company (in the case of Investor Officer), the Purchasers shall be promptly informed of such decision of the Board in writing which should include sufficient details including the facts ...
Investor Nominees. In connection with each annual or special meeting of stockholders of the Company at which Directors are to be elected (each such annual or special meeting, an “Election Meeting”), each Investor Party shall have the right to designate for nomination (it being understood that such nomination may include any nomination of any incumbent Investor Director (or a Replacement) by the Board (upon the recommendation of the Nominating and Corporate Governance Committee)) a number of Investor Designees as follows, in each case subject to Section 2.8(a):
(A) three (3) Investor Designees, if such Investor Party’s Equity Interest or Voting Interest is greater than or equal to 20%; (B) two (2) Investor Designees, if such Investor Party’s Equity Interest and Voting Interest are both less than 20% but such Investor Party’s Equity Interest or Voting Interest is greater than or equal to 11%;
Investor Nominees. If, for any reason, (i) any person designated by Investor as a director of the Company pursuant to Article IV hereof is not nominated by the Company's Board of Directors for election to the Company's Board of Directors or the Company's Board of Directors does not recommend such person to serve as a director of the Company, or (ii) the Board of Directors of the Company shall change the size of the Board of Directors of the Company from eight directors (or from seven directors after such time as Just▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ longer serves as a director) at such time as Investor is entitled to designate two directors of the Company's Board of Directors in accordance with the provisions of Section 4.3 hereof or Shareholder is entitled to designate three directors of such Board in accordance with Section 4.4 hereof, then, upon the happening of such event, all of the provisions of this Article III shall lapse and no longer be of any force or effect; provided, however, that the obligations of a party under this Article III shall not lapse and cease to be of any force or effect with respect to either the Investor Group or the Shareholder Group if any of its respective members shall have breached any provision of this Agreement and as a result thereof, one of the events described in clause (i) or (ii) above shall have occurred.
Investor Nominees. (a) From and after the Effective Time until the first date at which the Stockholder and Stockholder Affiliates cease to beneficially own, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock, the Stockholder shall have the right to designate for nomination to the Board:
(i) if the Stockholder and Stockholder Affiliates beneficially own, in the aggregate, at least sixteen and a half percent (16.5%) of the then-outstanding shares of Common Stock, two (2) Investor Nominees (both of which must be Qualifying Nominees); or
(ii) if the Stockholder and Stockholder Affiliates beneficially own, in the aggregate, at least five percent (5%) but less than sixteen and a half percent (16.5%) of the then-outstanding shares of Common Stock, one (1) Investor Nominee (which Investor Nominee must be a Qualifying Nominee).
(b) From and after the first date at which the Stockholder and Stockholder Affiliates cease to beneficially own, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock, (i) the Stockholder shall not have the right to designate any Investor Nominees to the Board pursuant to this Section 6.2 and (ii) the Company shall not be obligated to nominate any Investor Nominees to the Board pursuant to this Section 6.2. For the avoidance of doubt, following the termination of the Stockholder’s right to designate any Investor Nominees to the Board pursuant to the foregoing sentence, such right of designation shall not be reinstated in the event that after such occurrence the Stockholder and Stockholder Affiliates beneficially own, in the aggregate five percent (5%) or more of the outstanding shares of Common Stock.
Investor Nominees. If, for any reason, (i) any person designated by Investor as a director of the Company pursuant to Article IV hereof is not nominated by the Company's Board of Directors for election to the Company's Board of Directors or the Company's Board of Directors does not recommend such person to serve as a director of the Company, or (ii) the Board of Directors of the Company shall change the size of the Board of Directors of the Company from seven directors at such time as Investor is entitled to designate two directors of the Company's Board of Directors in accordance with the provisions of Section 4.3 hereof or Shareholder is entitled to designate three directors of such Board in accordance with Section 4.4 hereof, then, upon the happening of such event, all of the provisions of this Article III shall lapse and no longer be of any force or effect; provided, however, that the obligations of a party under this Article III shall not lapse and cease to be of any force or effect with respect to either the Investor Group or the Shareholder Group if any of its respective members shall have breached any provision of this Agreement and as a result thereof, one of the events described in clause (i) or (ii) above shall have occurred.
Investor Nominees. For so long as the Investors and the Investors' Permitted Transferees or Permitted Assignees own any shares of Preferred Stock, the Company agrees to nominate to, and the Management Stockholders and their Permitted Transferees agree to use their best efforts to cause to be elected to, the Company's Board of Directors, such designees as are provided for in Section 4.11 of the Series G Purchase Agreement."
Investor Nominees. 1. In connection with each annual or special meeting of stockholders of the Corporation at which directors are to be elected (each such annual or special meeting, an “Election Meeting”), each Investor Party shall have the right to designate for nomination (it being understood that such nomination may include any nomination of any incumbent Investor Director (as hereinafter defined) (or a Replacement (as defined in the Third Amended and Restated Stockholders Agreement)) by the Board of Directors (upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors) a number of Investor Designees (as defined in the Third Amended and Restated Stockholders Agreement) as follows, in each case subject to Section 2.8(a) of, and the other limitations set forth in, the Third Amended and Restated Stockholders Agreement:
a. three (3) Investor Designees, if such Investor Party’s Equity Interest (as hereinafter defined) or Voting Interest (as hereinafter defined) is greater than or equal to 20%;
b. two (2) Investor Designees, if such Investor Party’s Equity Interest and Voting Interest are both less than 20% but such Investor Party’s Equity Interest or Voting Interest is greater than or equal to 11%;
c. one (1) Investor Designee, if such Investor Party’s Equity Interest and Voting Interest are both less than 11% but such Investor Party’s Equity Interest or Voting Interest is greater than or equal to 5%, or, in the case of ▇▇▇, ▇▇▇’▇ Equity Interest is greater than or equal to 25% of the Equity Interest owned by ▇▇▇ and its Affiliates immediately after, and giving effect to, the Closing; and
d. no Investor Designees, if the Investor Party’s Equity Interest and Voting Interest are both less than 5% and, in the case of ▇▇▇, ▇▇▇’▇ Equity Interest is less than 25% of the Equity Interest owned by ▇▇▇ and its Affiliates immediately after, and giving effect to, the Closing; provided, that notwithstanding the foregoing, A/N shall be entitled to designate two (2) Investor Designees if A/N owns an Equity Interest or Voting Interest of less than 20% but greater than or equal to 9%.
Investor Nominees. The initial Investor Nominee of the Orion Group will be V▇▇▇▇▇ ▇▇▇▇▇▇ and the initial Investor Nominee of M Grupo will be P▇▇▇▇ ▇▇▇▇▇▇▇.
Investor Nominees. For so long as an Investor’s Percentage is at least ten percent (10%), such Investor shall be entitled to nominate one (1) Investor Nominee, to be proposed for election as a Director of the Corporation in any management proxy circular which pertains to the election of the Directors of the Corporation (each an “Investor Nominee” and together the “Investor Nominees”), any of whom may be a director, officer or employee of such Investor. If no Investor’s Percentage is at least ten percent (10%), then no Investor shall be entitled to designate an Investor Nominee. For the avoidance of doubt, although an Investor may have the right to propose an Investor Nominee, the Investor shall not be required to propose such Investor Nominee.
Investor Nominees. The Parties acknowledge that ▇▇. ▇▇▇ and the Investor intend after Closing to discuss the possible appointment of a designee or designees of the Investor as a director(s) of the Board. The Parties acknowledge and agree that any such appointment is to be determined and made by the Company and subject to the approval of the Board or at the annual general meeting of the Company, as appropriate.